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Sales Tax Due Diligence in M&A: Uncovering Potential Liability, Applying Exemptions in Specific States

Note: CLE credit is not offered on this program

A live 110-minute CPE webinar with interactive Q&A

This program is included with the Strafford CPE Pass. Click for more information.
This program is included with the Strafford CPE+ Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

Thursday, May 23, 2024 (in 5 days)

1:00pm-2:50pm EDT, 10:00am-11:50am PDT

or call 1-800-926-7926

This webinar will uncover potential sales tax liability in mergers and acquisitions. Our panel of SALT experts will review differences in sales tax liability in asset and stock sales, as well as exemptions available in most and specific states. Our panelists will walk practitioners through the due diligence needed to address potential sales tax liability in business combinations.


Buyers, sellers, and their advisers often overlook the impact of SALT, and particularly sales tax, in mergers and acquisition transactions. Whether an asset sale or stock sale occurs, the state or states involved in the transaction and a state's existing exemptions can all significantly affect the resulting, and often unexpected, sales tax liability. While states exempt casual or isolated sales, the sale of tangible property, an asset sale, is often subject to sales tax. For stock sales, the business acquired could unknowingly have nexus in a state by having sales representatives or attending trade shows in the state.

The New York Department of Taxation and Finance offers these words to the wise on its website: "Warning: Don't pay the seller until you contact the Tax Department. We'll check to see if the seller owes any taxes. If you don't contact us and wait for our reply, you may have to pay the seller's tax debts." SALT advisers and business owners must recognize the potential sales tax obligations for mergers and acquisitions.

Listen as our panel of state and local tax controversy experts points out steps that acquirers should take to discover, avoid, and mitigate sales tax exposure in M&A transactions.



  1. Sales tax in M&A transactions: introduction
  2. Asset sales
  3. Stock sales
  4. State exemptions
    1. Common exemptions
    2. Exemptions in specific states
  5. Examples
  6. Best practices


The panel will cover these and other critical issues:

  • Key steps in performing sales tax due diligence for mergers and acquisitions
  • Obtaining and documenting applicable sales tax exemptions for M&A transactions
  • How asset sales are taxed in specific states
  • Uncovering sellers' existing sales tax liability


Cammarata, Matthew
Matthew F. Cammarata

Lowenstein Sandler

Mr. Cammarata handles both state and local tax controversies at the administrative and judicial levels, as well as...  |  Read More

Szal, Jamie
Jamie E. T. Szal

Brann & Isaacson

Ms. Szal focuses her practice on assisting businesses in all aspects of state and local tax controversy, from...  |  Read More

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CPE On-Demand

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